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Ingersoll-Rand Sets Feb 24 As Record Date For Industrial Segment Spin-off

Ingersoll-Rand plc (IR) said Friday that it has set a record date of February 24, 2020 for the proposed spin-off of its Industrial segment.

The company expects the spin-off and the previously announced merger to be completed on February 29, 2020, subject to certain remaining conditions including the approval by the stockholders of Gardner Denver Holdings, Inc. (GDI).

Subject to the satisfaction or waiver of customary closing conditions, Ingersoll Rand will distribute all of the shares of common stock of its wholly-owned subsidiary, Ingersoll-Rand U.S. HoldCo, Inc., to Ingersoll Rand shareholders as of the record date by means of a pro rata distribution.

The company noted that the distribution will not impact the number of shares held by shareholders in Ingersoll-Rand plc, which is expected to change its name to Trane Technologies plc and its ticker symbol to "TT" following the merger.

Immediately after the spin-off, Ingersoll Rand Industrial will merge with a subsidiary of Gardner Denver. In connection with the merger, the Ingersoll Rand Industrial shares would be converted to the right to receive Gardner Denver shares.

Upon completion of the merger, shareholders of Ingersoll Rand shareholders are expected to collectively own about 50.1 percent of the shares of Gardner Denver common stock on a fully-diluted basis, while current Gardner Denver stockholders are expected to collectively own the remaining 49.9 percent of the shares on a fully-diluted basis.

Ingersoll Rand advised shareholders to take no action to receive their shares of Gardner Denver common stock in the merger. The company added that no fractional shares of Gardner Denver common stock will be issued in the merger, and instead Ingersoll Rand shareholders will receive cash in lieu of any fractional share.

Further, Ingersoll Rand has been advised by the NYSE that, beginning on or about February 21, 2020 and continuing through the last trading day prior to the closing date of the merger, there will be two markets in ordinary shares of Ingersoll Rand on the NYSE: a "regular way" market and an "ex-distribution" market.

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